Xenon 2 Merger Agreement definition

Xenon 2 Merger Agreement means the Agreement and Plan of ------------------------ Contribution and Merger, dated as of the date hereof, among Xoom, Xxxxx 0, Xxxxx 3, SNAP and CNET.
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Xenon 2 Merger Agreement means the Agreement and Plan of Contribution and Merger, dated as of May 9, 1999, among Xoom, Xenon 2, Xenon 3, SNAP and CNET. Term Section ---- ------- Certificate of Merger 3.3 Claim Notice 8.3 Class A Common Stock 1.1 Class B Common Stock 1.1 Closing 3.2 Closing Date 3.2 Effective Time 3.3 Financial Information 4.1(e) Form S-4 6.1 Indemnified Party 6.6(d) Intellectual Property 1.1 Material Transaction Proposal 5.5(c) Merger 3.1
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Examples of Xenon 2 Merger Agreement in a sentence

  • Xoom, Xenon 2 and each of their respective Subsidiaries party to an Implementing Agreement has all requisite power and authority to enter into this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder.

  • At the Effective Time, after giving effect to the transactions contemplated by the Xenon 2 Merger Agreement and this Agreement, Xenon 2 will own all of the outstanding SNAP Units, other than SNAP Units issued pursuant to the exercise of SNAP Options, free and clear of all Liens.

  • Neither NBC, Xenon 2 nor Xoom shall in any way challenge the validity, enforceability or effectiveness of the voting agreements or proxies entered into by certain stockholders of Xoom in connection with this Agreement or the Xenon 2 Merger Agreement and the transactions contemplated hereby and thereby.

  • The Proxy Statement shall include the recommendation of the Board of Directors of Xoom in favor of the adoption of this Agreement and the Xenon 2 Merger Agreement and the approval of the transactions contemplated hereby and thereby.

  • Prior to the Closing Date, Xenon 2's certificate of incorporation will be amended to provide for an authorized capital stock sufficient to permit Xenon 2 to issue all of the Class A Common Stock and Class B Common Stock to be issued by Xenon 2 pursuant to this Agreement and the Xenon 2 Merger Agreement.

  • The transactions contemplated by the ------------------------ Xenon 2 Merger Agreement to occur at the closing thereunder shall have been consummated as set forth therein.

  • Xoom shall cause Xenon 2 to include the Proxy Statement as part of the prospectus to be included in the registration statement on Form S-4 (the "Form S-4") that Xenon 2 is preparing and filing with -------- respect to the shares of Class A Common Stock issuable pursuant to the transactions contemplated by the Xenon 2 Merger Agreement.

  • All capital stock issued by Xenon 2 pursuant to the Xenon 2 Merger Agreement and this Agreement will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the certificate of incorporation or bylaws of Xenon 2 or any agreement to which Xenon 2 is a party or by which it is bound and issued in compliance with federal and state securities laws.

  • The transactions contemplated by the Xenon 2 Merger Agreement to occur at the closing thereunder shall have been consummated as set forth therein.

  • This in its turn gives rise to the risks of duplication of tasks and ineffective investigation.1 The State Security Service aims at ensuring national security.

Related to Xenon 2 Merger Agreement

  • Merger Agreement has the meaning set forth in the Recitals.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • First Merger has the meaning set forth in the Recitals.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Second Merger has the meaning set forth in the Recitals.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • First Effective Time has the meaning specified in Section 2.02.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.